TA successfully exceeds minimum acceptance threshold of public takeover offer for Nexus – additional acceptance period commences

TA successfully exceeds minimum acceptance threshold of public
takeover offer for Nexus – additional acceptance period commences

20 December 2024

• Acceptance rate at the end of the initial acceptance period amounts to approx. 79.86 % of all Nexus shares, exceeding the minimum acceptance threshold of 50% of all Nexus shares plus one share
• Shareholders who have not tendered their shares can still accept the Offer during the additional acceptance period which will end on 3 January 2025 at 24:00 hours (Frankfurt am Main local time)
• TA intends to delist Nexus from the stock exchange after settlement of the Offer

Project Neptune Bidco GmbH, a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P. (together “TA”) today published the results of its voluntary public takeover offer (the “Offer”) for all shares of Nexus AG (“Nexus”, ISIN: DE0005220909) at the end of the initial acceptance period.

At the expiry of the initial acceptance period on 17 December 2024 at 24:00 hours, Frankfurt am Main local time, the Offer was accepted for 13,796,212 Nexus shares. This represents approximately
79.86 % of all Nexus shares, including approximately 26.9 % which TA had already secured through irrevocable undertakings with key Nexus shareholders. The minimum acceptance threshold of 50 % of all Nexus shares plus one share was therefore successfully exceeded.

“We are very pleased to have reached this milestone in our public takeover offer for Nexus. We see great potential to continue Nexus’ growth trajectory outside the stock market and look forward to supporting the management in increasing Nexus’ market share in the international e-health market. This requires a private ownership structure to benefit from financial flexibility and a long-term value creation mindset,” said Stefan Dandl, Director at TA.

Nexus shareholders who have not yet tendered their shares still have the opportunity to accept the Offer within the additional acceptance period, which starts on 21 December 2024 and ends on 3 January 2025 at 24:00 hours, Frankfurt am Main local time, and 18:00 hours, New York local time.

Settlement of the Offer is subject to customary regulatory conditions, including antitrust and foreign investment control clearances. Subject to the fulfilment of these conditions, settlement of the Offer is currently expected to take place in the first quarter of 2025. As soon as possible after the settlement of the Offer, TA intends to pursue a delisting of Nexus from the stock exchange. The Management Board of Nexus supports the intended delisting of Nexus in order to implement its long-term strategy outside of a stock market environment, subject to legal admissibility and careful review at the relevant time.

The offer document, a non-binding English translation and other information in connection with TA's Offer are available on the following website: www.neptune-public-offer.com.

A takeover offer hotline for shareholders is available Monday to Friday between 9:00 – 17:00 hours CET under +49 (0) 69 92014 9707 or via info@neptune-public-offer.com.     

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About TA Associates

TA is a leading global private equity firm focused on scaling growth in profitable companies. Since 1968, TA has invested in more than 560 companies across its five target industries – technology, healthcare, financial services, consumer and business services. Leveraging its deep industry expertise and strategic resources, TA collaborates with management teams worldwide to help high-quality companies deliver lasting value. The firm has raised $65 billion in capital to date and has over 160 investment professionals across offices in Boston, Menlo Park, Austin, London, Mumbai and Hong Kong.

Further information on TA can be found at www.ta.com.

About Nexus AG

Nexus AG develops and distributes software solutions for the international healthcare market. With the clinical information system (Nexus / KIS) and the integrated diagnostic modules, we now have a uniquely broad and interoperable product range that can cover almost all functional requirements of hospitals, psychiatric clinics, rehabilitation and diagnostic centers within our own product families. Nexus AG employs around 2,030 people, owns sites in nine European countries and supports customers in further 71 countries, in some cases via certified dealers. Due to the continuously growing demand for Nexus products, we have been able to build up a large customer base in recent years and regularly achieve increasing sales and results.

Further information on Nexus AG can be found at www.nexus-ehealth.com

Media Relations Contact – TA Associates

FGS Global

Tanja Dorr

tanja.dorr@fgsglobal.com

+49 160 99 27 1975

Investor Relations Contact – Nexus AG

Investor Relations

Irmastraße 1

78166 Donaueschingen

ir@nexus-ag.de

+49 771 229600

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Nexus AG. The terms of the takeover offer as well as other provisions relating to the takeover offer are set out in the offer document authorized for publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in Nexus AG are strongly advised to read the offer document and all other documents relating to the takeover offer, as they contain important information.

The takeover offer is exclusively subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the takeover offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.